Arcutis Biotherapeutics Inc
For the period ended Jun 12, 2025. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
a
3027 Townsgate Road, Suite 300
Westlake Village, CA 91361
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2025
To the Stockholders of Arcutis Biotherapeutics, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Arcutis Biotherapeutics, Inc., a Delaware corporation (the “Company”), will be held virtually on June 12, 2025, at 7:30 a.m. Pacific Time. Stockholders can attend the meeting via the internet at www.virtualshareholdermeeting.com/ARQT2025 by using the 16-digit control number that appears on the accompanying Proxy Card (printed in the box and marked by the arrow) and the instructions that accompanied these proxy materials.
The Annual Meeting will be held for the following purposes:
To elect three Class II directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected;
To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 15, 2025 (the “Record Date”), can vote at this meeting or any adjournments that take place.
The Board of Directors recommends that you vote:
“FOR” the election of the director nominees named in Proposal No. 1 of the Proxy Statement;
“FOR” the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025; and
“FOR” the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
/s/ Todd Franklin Watanabe
Todd Franklin Watanabe
President, Chief Executive Officer and Director
Westlake Village, California
April 29, 2025
TABLE OF CONTENTS
| PROXY STATEMENT | 4 |
|---|---|
| Information About the Proxy Process and Voting | 5 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 11 |
| Board Size and Structure | 11 |
| Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders | 12 |
| Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders | 13 |
| Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders | 15 |
| Board Recommendation | 16 |
| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| Appointment of Independent Registered Public Accounting Firm | 17 |
| Principal Accountant Fees and Services | 17 |
| Pre-Approval Policies and Procedures | 17 |
| Board Recommendation | 18 |
| Audit Committee Report | 19 |
| EXECUTIVE OFFICERS | 20 |
| CORPORATE GOVERNANCE | 22 |
| Code of Business Conduct and Ethics | 22 |
| Corporate Governance Guidelines | 22 |
| Leadership Structure of the Board | 22 |
| Independence of the Board of Directors | 23 |
| Board Skills Overview | 24 |
| Board Committees | 24 |
| Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance | 27 |
| Role of Board in Risk Oversight Process | 27 |
| Our Environmental, Social and Governance Principles | 28 |
| Compensation Committee Interlocks and Insider Participation | 30 |
| Pledging and Hedging Policy | 30 |
| Stockholder Communications with the Board of Directors | 30 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 31 |
| Director and Executive Officer Compensation | 31 |
| Employment Agreements | 31 |
| Indemnification Agreements and Directors’ and Officers’ Liability Insurance | 31 |
| Investor Rights Agreement | 31 |
| Policies and Procedures for Related Party Transactions | 31 |
| EXECUTIVE COMPENSATION | 32 |
| Compensation Discussion and Analysis | 32 |
|---|---|
| 2024 Summary Compensation Table | 62 |
| Grants of Plan Based Awards Tables | 63 |
| Outstanding Equity Awards at 2024 Fiscal Year End | 65 |
| Equity Compensation Plan Information | 68 |
| DIRECTOR COMPENSATION | 71 |
| Non-Employee Director Compensation Program | 71 |
| INFORMATION ABOUT STOCK OWNERSHIP | 74 |
| Security Ownership of Certain Beneficial Owners and Management | 74 |
| Delinquent Section 16(a) Reports | 77 |
| PROPOSAL NO. 3 APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 77 |
| Background | 77 |
| Board Recommendation | 78 |
| ADDITIONAL INFORMATION | 78 |
| Householding of Proxy Materials | 78 |
| Other Matters | 78 |
| Copies of Notice and Proxy Card | 80 |
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